Common use of Equity Interests and Subsidiaries Clause in Contracts

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, a list of (i) its jurisdiction of organization and its organization identification number, if any, as of the date hereof and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereof. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, non-assessable, and, other than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) the Borrower and each Subsidiary of the Borrower and its jurisdiction of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of the Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially are owned directly by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a)Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein).

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) the Borrower and each Subsidiary of the Borrower and its jurisdiction of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company Loan Party are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of Borrower, are are, as of the Closing Date, owned by the Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents or the ABL Loan Documents or imposed pursuant to the ABL Intercreditor Agreement or any other Intercreditor Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein).

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect as of the Closing Date and after giving effect to Borrower and each Subsidiary of Borrowerthe Transactions, a list of (i) its each Company and each such Company’s jurisdiction of organization and its organization identification numberincorporation or organization, if any, as of the date hereof and (ii) the number of each class of its each Company’s Equity Interests authorized, and the number outstanding, on the date hereof and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofrights. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the and all Equity Interests of Borrower, the Administrative Borrower are owned by Holdings and all Equity Interests of the Co-Borrower and each Subsidiary Guarantor are owned by the Administrative Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a)Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as . As of the Closing Date, except as set forth on in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein).

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) each Subsidiary of Holdings and its jurisdiction of organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially are owned directly by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a)Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and the First Lien Loan Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.07(aSCHEDULE 3.07(A) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) its all the Subsidiaries of Parent and their jurisdiction of organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on at the date hereofClosing Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of U.S. Borrower, are owned by U.S. Borrower, directly or indirectly, indirectly through Wholly Owned Subsidiaries. All Equity Interests of U.S. Borrower beneficially are owned directly by any “person” or “group” Parent (as such terms are used in Sections 13(dor, after an IPO, the IPO Entity) and 14(d) of the Exchange Act)and, other than one or more Permitted Holdersprior to an IPO, that owns 5% or more of such all Equity Interests of Borrower as of the Closing Date Parent are set forth on Schedule 3.07(a)owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the U.S. Security DocumentsAgreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the U.S. Security Documents Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect as of the Closing Date and after giving effect to Borrower and each Subsidiary of Borrowerthe Transactions, a list of (i) its each Company and each such Company’s jurisdiction of organization and its organization identification numberincorporation or organization, if any, as of the date hereof and (ii) the number of each class of its each Company’s Equity Interests authorized, and the number outstanding, on the date hereof and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofrights. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the and (x) all Equity Interests of Borrower, the Borrower are directly owned by Holdings and (y) all Equity Interests of each Subsidiary Guarantor are owned by Borrower, the Borrower directly or indirectly, indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a)Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as . As of the Closing Date, except as set forth on in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.Interests (or any economic or voting interests therein). AMERICAS 101798741 65

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) Holdings and each Subsidiary of Holdings and its jurisdiction of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of Holdings and Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially are owned directly by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a)Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein) of Borrower, Holdings or any of its other Subsidiaries.

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) each Subsidiary of Borrower and its jurisdiction of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date, (ii) each Subsidiary that is a Restricted Subsidiary and each Subsidiary that is an Unrestricted Subsidiary as of the Closing Date, and (iiiii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the and all Equity Interests of Borrower, the Subsidiaries are owned by Borrower, Borrower directly or indirectly, indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as may be set forth on Schedule 3.07(a).

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) Borrower and each Subsidiary of Borrower and its jurisdiction of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein) except as set forth on Schedule 3.07(a).

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) its jurisdiction iEnergizer and each direct and indirect Subsidiary of iEnergizer, and their respective jurisdictions of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of BorroweriEnergizer, are owned by BorroweriEnergizer, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein).

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) Borrower and each Subsidiary of Borrower and its jurisdiction of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially are owned directly by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a)Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other personsPersons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.Interests (or any economic or voting interests therein). 77

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, with respect to Borrower and each Subsidiary of Borrower, forth a list of (i) Borrower and each Subsidiary of Borrower and its jurisdiction of incorporation or organization and its organization identification number, if any, as of the date hereof Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the date hereofClosing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and, to the extent applicable, and non-assessable, and, other than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower beneficially owned by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that owns 5% or more of such Equity Interests of Borrower as of the Closing Date are set forth on Schedule 3.07(a). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other personsPersons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property Property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein).